Business Context and Reporting Period
Company: Cementos Pacasmayo S.A.A. (Pacasmayo Cement Corporation)
Filing Type: Form 6-K (Report of Foreign Issuer)
Reporting Period: December 2025 (Event Date: December 16, 2025)
Jurisdiction: Republic of Peru
The filing announces a material event regarding a proposed change in control. The majority shareholders of Inversiones ASPI S.A. (a holding company of the Hochschild Group owning 50.01% of the Company) and Holcim Ltd. have entered into a Share Purchase Agreement for the sale of 99.99% of Inversiones ASPI S.A. shares to Holcim Ltd.
Key Financial Metrics
Transaction Valuation: S/5,100 million (Peruvian Soles).
Valuation Multiple: 9x EBITDA.
EBITDA Basis: Twelve-month period ending September 2025 (described as a historic record for the Company).
Market Impact: The transaction price represents a significant premium over the Company's current market capitalization.
Note: The filing does not provide specific figures for revenue, net profit, cash flow, operating margins, debt levels, or liquidity ratios for the reporting period.
Material Changes and Transaction Status
- Ownership Change: Proposed transfer of 50.01% of Cementos Pacasmayo S.A.A. share capital from the Hochschild Group to the Holcim Group.
- Current Status: As of December 16, 2025, the transfer of ownership has not yet taken place.
- Conditions Precedent: Closing is subject to regulatory approvals, specifically authorization from the National Institute for the Defense of Competition and the Protection of Intellectual Property (INDECOPI) under Law No. 31112.
- Timeline: Regulatory approvals are estimated to be obtained during the first half of 2026.
Outlook, Risks, and Management Commentary
Management Commentary: The transaction is characterized as providing high profitability for shareholders due to the significant premium over market capitalization. The EBITDA used for valuation reflects a historic record performance for the twelve months ended September 2025.
Risks and Contingencies:
- Regulatory Risk: The transaction is contingent upon obtaining necessary regulatory approvals, which are not guaranteed.
- Closing Uncertainty: The deal is subject to conditions precedent; failure to meet these could delay or prevent the closing.
Future Reporting: The Company commits to reporting all future Material Events in a timely manner in accordance with applicable regulations.
Investor Verification Checklist
- Verify the final closing date and confirmation of regulatory approval from INDECOPI.
- Confirm the exact EBITDA figure for the twelve-month period ending September 2025 to validate the 9x multiple calculation.
- Monitor for any updates regarding the "significant premium" relative to the current market capitalization as market conditions change.
- Check for any additional conditions precedent in the Share Purchase Agreement that could impact the 2026 closing timeline.